Announcement of the General Shareholders' Meeting of

CaixaBank, S.A.

The Board of Directors of CAIXABANK, S.A. (the "Company"), at a meeting held on 16 February 2023, resolved to call the Ordinary General Shareholders' Meeting, to be held at Palacio de Congresos de Valencia, Avenida de las Cortes Valencianas, 60, in the city of València, on 30 March 2023 at 11:00 a.m. at first call. If the required attendance quorum is not met at first call, the meeting will take place at second call, at the same place and time, on 31 March 2023.

The Board of Directors has agreed to also allow online attendance at the Ordinary General Shareholders' Meeting, whereby those shareholders that so request may attend and take part in the General Meeting via a remote connection in real time, as provided by the By-laws and the Regulations of the General Meeting.

The Annual General Meeting is expected to be held on second call, i.e. on 31 March 2023 at 11:00.

The Annual General Meeting will be held in accordance with the following:

AGENDA

  1. Approval of the individual and consolidated financial statements and their respective management reports for the year ended on 31 December 2022.
  2. Approval of the consolidated non-financial information statement for the year ended on 31 December 2022.
  3. Approval of the Board of Directors' management during the year ended on 31 December 2022.
  4. Approval of the proposed allocation of profit for the year ended on 31 December 2022.
  5. Re-electionof the Company's accounts auditor and its consolidated group for 2024.
  6. Re-electionand appointment of directors:
    1. Re-electionof Gonzalo Gortázar Rotaeche.
    2. Re-electionof Cristina Garmendia Mendizábal.
    3. Re-electionof María Amparo Moraleda Martínez.
    4. Appointment of Peter Löscher.
  7. Approval of the amendment to the remuneration policy of the Board of Directors.
  8. Setting of the remuneration of directors.
  9. Delivery of shares to executive directors as payment of the variable components under the Company's remuneration system.
  10. Approval of the maximum level of variable remuneration payable to employees whose professional activities have a significant impact on the Company's risk profile.
  11. Authorisation and delegation of powers to interpret, correct, supplement, implement and develop the resolutions adopted by the General Meeting, and delegation of powers to notarise those resolutions in public deeds, register them and, where the case may be, correct them.
  12. Consultative vote on the Annual Report on Directors' Remuneration for the financial year 2022.

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STREAMING OF THE GENERAL SHAREHOLDERS' MEETING

The General Meeting will be streamed live via a link to be enabled under the section titled Information on the 2023 Annual General Meeting on the Company's corporate website (www.CaixaBank.com), which shareholders and non-shareholders alike may enter. The streaming of the General Shareholders' Meeting may also be viewed in English, and a sign language interpreter will also be available.

SUPPLEMENT TO CALL AND SUBMITTAL OF PROPOSALS OF RESOLUTION

In accordance with Article 519.1 of the Corporate Enterprises Act, shareholders representing at least 3% of the Company's share capital may request publication of a supplement to this call, including one or more items on the agenda, providing the new items are accompanied by a justification of the same, or if applicable, a justified proposal of resolution.

Likewise, in accordance with Article 519.3 of the Corporate Enterprises Act, shareholders representing at least 3% of the Company's capital may submit grounded motions for resolution regarding matters already included or which should be included on the agenda of the Meeting called herein. The Company will post the proposals of resolution and any attached documentation on its corporate website (www.CaixaBank.com) as they are received, as established by law.

If necessary, cards will be made available to allow for voting or proxy voting on motions relating to items included on the agenda. Likewise, remote voting and proxy voting on these motions by electronic means will be made available ahead of the General Shareholders' Meeting. Otherwise, votes may be cast during the General Shareholders' Meeting via the Remote Attendance Platform.

The right to add further items to this meeting announcement and to present motions may be exercised by sending reliable notice to the Company's registered office at calle Pintor Sorolla, 2-4, 46002 València, for the attention of the General Secretary - 2023 Annual General Meeting, within five days following publication of this announcement. Any such notice must include the identity of the shareholders exercising the right to include further items and/or the right to submit motions, as well as number of shares they hold. It must also describe the additional items to be included on the agenda and/or the proposed motions, accompanied by any supporting documentation that may prove necessary or appropriate.

RIGHT TO ATTEND AND VOTE ON THE DAY OF THE GENERAL MEETING

Pursuant to Article 22 of the By-laws and Article 8 of the Regulations of the General Meeting, shareholders who own at least one thousand (1,000) shares, whether individually or when pooled with other shareholders, will be entitled to attend the General Meeting in person or remotely on the day of the meeting, provided they have such shares recorded in the appropriate register at least five days in advance of the scheduled date for the meeting.

Shareholders who wish to attend the General Meeting in person must have an attendance card, which will be issued by the Company or the entities with which they have deposited their shares, or by any other legally valid means accepted by the Company. The Company has decided to send cards directly to the shareholders, to be used for attending the General Shareholders' Meeting in person. However, if they cannot obtain these cards for any reason, the attendance card form may be found on the Company's website (www.CaixaBank.com).

To confirm the identity of the attending shareholders, attendants will be asked to show their national identity card or any other official document generally accepted for these purposes together with their attendance card at the entrance to the venue of the General Shareholders' Meeting. Likewise, in the case of legal-entity shareholders, attendants may be required to provide proof that they are the representative of the said legal entity.

Registration of attendance cards will commence two hours before the scheduled start time of the Meeting.

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In conflict of interest situations provided for by law, voting rights may not be exercised and the Corporate Enterprises Act and the Company's own By-laws and Regulations of the General Meeting will apply.

PROXIES AND REMOTE VOTING AHEAD OF THE GENERAL MEETING

Those shareholders not attending the General Shareholders' Meeting may be represented at the meeting by another person, providing they meet the requirements and formalities set out in the Regulations of the General Meeting, the By-laws and the Corporate Enterprises Act.

Shareholders wishing to attend at the Meeting by proxy must have the ownership of their shares entered in the appropriate book-entry register at least five days prior to the date scheduled for the Meeting.

Shareholders may grant their proxy by completing and signing the relevant card or by communicating their decision electronically via the corporate website (www.CaixaBank.com), as explained in the Instructions for Proxy and Remote Voting prior to the General Meeting found under the section "Annual General Meeting - 2023". Shareholders are reminded that they are free to grant their proxy to the Chairman of the General Shareholders' Meeting, including voting instructions if deemed appropriate. Proxies may be cancelled at any time. Personal attendance (whether in person or remotely) at the General Shareholders' Meeting by the principal shall be construed as cancellation.

If attending in person, voting proxies must be presented by the proxy on the day and at the venue of the General Shareholders' Meeting. Proxies must provide proof of their identity via their national identity card or other official document generally accepted for these purposes. As indicated below, if the proxy holder attends the General Shareholders' Meeting remotely, his or her identity and status must be confirmed in accordance with the Instructions for Proxy and Remote Voting prior to the General Shareholders' Meeting available under the section titled "Annual General Meeting - 2023".

Each share with a right to vote, present or represented by proxy at the General Meeting, entitles the owner to one vote.

The following methods are accepted for proxy or remote voting prior to the General Shareholders' Meeting:

By electronic means

Proxies may be conferred and votes may be cast remotely by electronic means through the Company's website (www.CaixaBank.com), by following the instructions provided under the section titled "Annual General Meeting - 2023". To prove their identity, shareholders wishing to cast their vote or appoint a proxy electronically must be in possession of a Spanish electronic identity card (DNIe) or a qualified and in force certificate issued by the Spanish Public Certification Entity (CERES), belonging to the Fábrica Nacional de Moneda y Timbre. Users of the CaixaBankNow digital banking service must be in possession of their personal passwords.

By post

To appoint a proxy or vote by post, shareholders must fill in and sign a Proxy Card or Remote Voting Card, as the case may be, issued by the Company or entity in which their shares are deposited. Once completed and signed, it may be delivered to any of our branches or sent by post to Apartado de Correos 281, 08080 Barcelona or to the Company's registered office at calle Pintor Sorolla 2-4, 46002 València, bearing the words "CaixaBank, S.A. - 2023 Annual General Meeting". The duly completed and signed card may also be delivered to the institution where the shares are deposited, which will then deliver the card to the Company in due course.

It is hereby informed that the Company has decided to send cards directly to the shareholders for proxy voting ("Proxy Card") or remote voting ("Remote Voting Card"). If, for any reason, a shareholder cannot obtain such cards, template proxy and remote voting cards can be found

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on the Company's website (www.CaixaBank.com). These may be printed out, completed, signed and delivered or sent to the Company, as applicable, following the procedure described above.

Rules on remote voting and granting proxies prior to the Annual General Meeting

  1. The services for voting and granting proxies electronically will be available to shareholders from 28 February 2023.
  2. Votes and proxies cast by remote means of communication must be received by the Company at least 48 hours ahead of the start time of the General Meeting at first call, i.e. by 28 March 2023 at 11:00 a.m.
  3. On the day of the General Shareholders' Meeting, proxy holders attending in person must identify themselves by presenting their national identity card or other widely accepted identity document at the venue where the General Shareholders' Meeting is to be held. Proxy holders attending remotely must identify themselves by following the procedure described in the Instructions for Remote Attendance at the General Shareholders' Meeting, as also mentioned later in this announcement.
  4. Shareholders casting their votes remotely prior to the meeting, either by post or electronically, will be considered present for the purposes of quorum at the General Shareholders' Meeting.
  5. If more than one proxy is appointed by a shareholder with regard to the same shares, only the last proxy to be appointed will be valid, regardless of the means of delegation used. If the date of appointment is unknown, the last one received by the Company shall prevail.
  6. If more than one vote is cast by a shareholder with respect to the same shares, only the last vote to be cast will be valid. If the date of voting is unknown, the last vote received by the Company will prevail.
  7. Votes cast remotely ahead of the General Shareholders' Meeting shall render null and void any electronic or written proxy appointment, whether previous (in which case it will be regarded as cancelled) or subsequent (in which case it will be not be recognised).
  8. Personal attendance at the General Shareholders' Meeting (whether in person or remote) by a shareholder who has previously appointed a proxy or cast a vote remotely will render the said vote or proxy null and void.
  9. Proxies granted remotely may be expressly revoked or cancelled by the shareholder concerned.
  10. Legal entity shareholders may consult the Company regarding the possibility of using remote voting and proxy appointment procedures, where the case may be, with all due safeguards.
  11. Shareholders have sole liability for the safekeeping of their electronic ID card or electronic certificate, and of their personal passwords in the case of users of the CaixaBankNow digital banking service.
  12. The Company reserves the right to modify, suspend, cancel or limit the electronic voting and proxy appointment procedures for technical or security reasons. The Company shall hold no liability for any loss or damage that the shareholder may suffer as a result of its website not being available, or from any breakdowns, overloads, line or connection failures, malfunctioning of the postal service or any other similar contingency beyond the Company's control that might hinder or prevent use of the remote voting or proxy appointment procedures.

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  1. In conflict of interest situations, voting rights may not be exercised and the Corporate Enterprises Act and the Company's own By-laws, the Regulations of the General Meeting and the Instructions for Proxy and Remote Voting prior to the General Meeting will apply, the same being the case for proxy appointment

REMOTE ATTENDANCE AND VOTING

In accordance with the Company's By-laws and the Regulations of the General Meeting and the announcement of the General Meeting approved by the Board of Directors, shareholders and proxy holders entitled to attend the General Shareholders' Meeting may do so remotely.

The instructions provided below are a summary of the Instructions for Remotely Attending the General Shareholders' Meeting approved by the Board of Directors and posted on the Company's corporate website (www.CaixaBank.com). These instructions provide a detailed explanation of how shareholders and proxy holders may participate remotely and in real time at General Shareholders' Meetings and exercise their rights during the meeting.

Previous registration of shareholders and proxies to attend remotely

Previous registration of shareholders

Shareholders wishing to attend the General Meeting remotely must register on the Remote Attendance Platform at any time from 8:00 a.m. through to 11:00 a.m. on the day of the General Meeting (i.e. 30 March 2023 at first call and, as the case may be, 31 March 2023 at second call).

To prove their identity, shareholders shall identify themselves using an electronic national identity card (DNIe), a qualified and in force electronic signature issued by the Spanish Public Certification Entity (CERES) belonging to the Fábrica Nacional de Moneda y Timbre or, for users of the digital banking service CaixaBankNow, their personal access codes.

For a legal entity shareholder to be able to register on the Remote Attendance Platform and attend the General Meeting remotely, the natural person representative who is to complete the registration process on behalf of the legal entity shareholder must first prove that they possess a valid power of attorney authorising him or her to act on behalf of the legal entity shareholder and also accredit his or her identity by completing, signing and sending the attendance card previously issued in the name of the legal entity shareholder by the Company or by the entity at which the legal entity shareholder has deposited its shares. The card must be accompanied by a copy of the DNI, NIE or passport of the person authorised to attend the General Meeting remotely and a copy of the document evidencing their power of attorney or position, effectively authorising him or her to act on behalf of the legal entity shareholder. All such documents must be sent to personajuridica.junta@caixabank.com and received before 23:59h. on 28 March 2023. Once the documentation has been received and verified, the representative may register and attend the Meeting remotely, provided that he or she meets the entry and identification requirements described in the preceding paragraph.

Previous registration of proxies

Proxy holders wishing to attend the General Meeting remotely must register on the Remote Attendance Platform at any time from 8:00 a.m. through to 11:00 a.m. on the day of the General Meeting (i.e. 30 March 2023 at first call and, as the case may be, 31 March 2023 at second call).

To prove their identity, proxies shall identify themselves using an electronic national identity card (DNIe), or a qualified and in force electronic signature issued by the Spanish Public Certification Entity (CERES), belonging to the Fábrica Nacional de Moneda y Timbre or, for users of the digital banking service CaixaBankNow, their personal access codes.

For a proxy holder to be able to register on the Platform and attend the General Shareholders' Meeting with shares not owned by him/her where the proxy has not been delivered to the

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Disclaimer

CaixaBank SA published this content on 17 February 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 February 2023 08:19:05 UTC.